Free Writing Prospectus pursuant to Rule 433 dated September 4, 2025 / Registration Statement No. 333-284538
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
GS Finance Corp. |
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due September 16, 2027 |
Principal at Risk Securities The Contingent Income Callable Securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. You should read the accompanying preliminary pricing supplement dated September 4, 2025, which we refer to herein as the accompanying preliminary pricing supplement, to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. |
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• if the index closing value of any underlying index on any index business day during the preceding quarterly coupon observation period is less than its coupon threshold level, $0.00 |
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Quarterly coupon observation period: |
the period from but excluding each observation end date (or the pricing date, in the case of the first quarterly coupon observation period) to and including the next succeeding observation end date excluding any date or dates on which the calculation agent determines that a market disruption event with respect to any underlying index occurs or is continuing or that the calculation agent determines is not an index business day with respect to any underlying index |
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KEY TERMS |
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Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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Underlying indexes (each individually, an underlying index): |
the S&P 500® Index (current Bloomberg symbol: “SPX Index”), the Russell 2000® Index (current Bloomberg symbol: “RTY Index”) and the Nasdaq-100 Index® (current Bloomberg symbol: “NDX Index”) |
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Index performance factor: |
with respect to each underlying index, the final index value / the initial index value |
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Pricing date: |
expected to price on or about September 11, 2025 |
Worst performing underlying index: |
the underlying index with the lowest index performance factor |
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Original issue date: |
expected to be September 16, 2025 |
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Observation end dates: |
as set forth under “Observation end dates” |
Worst performing index performance factor: |
the index performance factor of the worst performing underlying index |
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Coupon payment dates: |
as set forth under “Coupon payment dates” |
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Valuation date: |
the last observation end date, expected to be September 13, 2027 |
CUSIP / ISIN: |
40058Q3P2 / US40058Q3P21 |
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Stated maturity date: |
expected to be September 16, 2027 |
Estimated value range: |
$920 to $980 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
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Early redemption right: |
we have the right to redeem your securities at our discretion, in whole but not in part, at a price equal to 100% of the principal amount plus any coupon then due, on each coupon payment date commencing with the coupon payment date expected to occur on December 16, 2025 and ending with the coupon payment date expected to occur on June 16, 2027. If we elect to exercise our redemption right, we will deliver a notice of redemption on or prior to the observation end date immediately preceding the applicable coupon payment date (as such observation end date may be postponed as provided herein). No payments will be made after they have been redeemed |
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Observation end dates |
Coupon payment dates |
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December 11, 2025 |
December 16, 2025 |
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March 11, 2026 |
March 16, 2026 |
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June 11, 2026 |
June 16, 2026 |
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September 11, 2026 |
September 16, 2026 |
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December 11, 2026 |
December 16, 2026 |
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March 11, 2027 |
March 16, 2027 |
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June 11, 2027 |
June 16, 2027 |
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September 13, 2027 (valuation date) |
September 16, 2027 (stated maturity date) |
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Payment at maturity (for each $1,000 stated principal amount of your securities, in addition to the final coupon, if any): |
• if the final index value of each underlying index is greater than or equal to its downside threshold level, $1,000; or • if the final index value of any underlying index is less than its downside threshold level, $1,000 × the worst performing index performance factor |
Hypothetical Payment Amount At Maturity |
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The Securities Have Not Been Redeemed |
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Hypothetical Final Index Value of the Worst Performing Underlying Index (as Percentage of Initial Index Value) |
Hypothetical Payment at Maturity if the Securities Have Not Been Redeemed* (as Percentage of Stated Principal Amount) |
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150.000% |
100.000% |
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Initial index value: |
with respect to each underlying index, the index closing value of such underlying index on the pricing date |
125.000% |
100.000% |
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110.000% |
100.000% |
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Final index value: |
with respect to each underlying index, the index closing value of such underlying index on the valuation date |
100.000% |
100.000% |
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90.000% |
100.000% |
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Coupon threshold level: |
with respect to each underlying index, 80.00% of such underlying index’s initial index value |
85.000% |
100.000% |
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80.000% |
100.000% |
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Downside threshold level: |
with respect to each underlying index, 75.00% of such underlying index’s initial index value |
79.000% |
100.000% |
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77.000% |
100.000% |
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Contingent quarterly coupon (set on the pricing date): |
subject to the company’s early redemption right, on each coupon payment date, for each $1,000 of the outstanding principal amount, the company will pay an amount in cash equal to: • if the index closing value of each underlying index on every index business day during the preceding quarterly coupon observation period is greater than or equal to its coupon threshold level, at least $30.00 per security; or |
75.000% |
100.000% |
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74.999% |
74.999% |
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50.000% |
50.000% |
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25.000% |
25.000% |
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0.000% |
0.000% |
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*Does not include the final contingent quarterly coupon, if any |
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This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indexes (including historical index closing values), the terms of the securities and certain risks. |
About Your Securities |
The amount that you will be paid on your securities is based on the performance of the worst performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index®.
We may redeem your securities at our discretion at 100% of their principal amount plus any coupon then due on any coupon payment date on or after December 16, 2025 up to and including the coupon payment date on June 16, 2027.
Unless previously redeemed, (i) if the index closing value of any underlying index is less than its coupon threshold level on any index business day during the preceding quarterly coupon observation period, you will not receive a payment on the applicable coupon payment date and (ii) if the index closing value of each underlying index is greater than or equal to its coupon threshold level on every index business day during the preceding quarterly coupon observation period, you will receive on the applicable coupon payment date a contingent quarterly coupon.
At maturity, if not previously redeemed, (i) if the final index value of each underlying index on the valuation date is greater than or equal to its coupon threshold level, you will receive the principal amount of your securities plus any contingent quarterly coupon then due, (ii) if the final index value of any underlying index is less than its coupon threshold level but the final index value of each underlying index is greater than or equal to its downside threshold level, you will not receive a contingent quarterly coupon payment but you will receive the principal amount of your securities and (iii) if the final index value of any underlying index is less than its downside threshold level, you will not receive a contingent quarterly coupon payment and the payment at maturity will be based on the performance of the underlying index with the lowest index performance factor. Investors will not participate in any appreciation of any underlying index.
The securities are for investors who seek to earn a contingent quarterly coupon at an above current market rate in exchange for the risk of receiving few or no contingent quarterly coupons and losing a significant portion or all of the principal amount of their securities.
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, underlier supplement no. 45, general terms supplement no. 17,741 and preliminary pricing supplement listed below) with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus, prospectus supplement, underlier supplement no. 45, general terms supplement no. 17,741 and preliminary pricing supplement and any other documents relating to this offering that GS Finance Corp. and The Goldman Sachs Group, Inc. have filed with the SEC for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at sec.gov. Alternatively, we will arrange to send you the prospectus, prospectus supplement, underlier supplement no. 45, general terms supplement no. 17,741 and preliminary pricing supplement if you so request by calling (212) 357-4612.
The securities are notes that are part of the Medium-Term Notes, Series F program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. This document should be read in conjunction with the following:
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indexes (including historical index closing values), the terms of the securities and certain risks. |
RISK FACTORS |
An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying general terms supplement no. 17,741, accompanying underlier supplement no. 45, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of certain risk factors discussed in such documents. In addition to the below, you should read in full “Risk Factors” in the accompanying preliminary pricing supplement, “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 17,741, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 45, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus. Your securities are a riskier investment than ordinary debt securities. Also, your securities are not equivalent to investing directly in the underlying index stocks, i.e., with respect to an underlying index to which your securities are linked, the stocks comprising such underlying index. You should carefully consider whether the offered securities are appropriate given your particular circumstances.
The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:
Risks Related to Structure, Valuation and Secondary Market Sales
Risks Related to the Conflicts of Interest
Additional Risks Related to the Russell 2000® Index
Additional Risks Related to the Nasdaq-100 Index®
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indexes (including historical index closing values), the terms of the securities and certain risks. |
Risks Related to Tax
The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 17,741:
Risks Related to Structure, Valuation and Secondary Market Sales
Risks Related to Conflicts of Interest
Risks Related to Tax
The following risk factors are discussed in greater detail in the accompanying underlier supplement no. 45:
Additional Risks Relating to Securities Linked to Underliers that are Equity Indices
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indexes (including historical index closing values), the terms of the securities and certain risks. |
The following risk factors are discussed in greater detail in the accompanying prospectus supplement:
The following risk factors are discussed in greater detail in the accompanying prospectus:
For details about the license agreement between each underlying index publisher and the issuer, see “The Underliers — S&P 500® Index”, “The Underliers — Russell 2000® Index” and “The Underliers — Nasdaq-100 Index® on pages S-125, S-88 and S-66 of the accompanying underlier supplement no. 45, respectively.
TAX CONSIDERATIONS |
You should review carefully the discussion in the accompanying preliminary pricing supplement under the caption “Supplemental Discussion of U.S. Federal Income Tax Consequences” concerning the U.S. federal income tax consequences of an investment in the securities, and you should consult your tax advisor.
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indexes (including historical index closing values), the terms of the securities and certain risks. |